Brenda Hamilton

    • Member Type(s): Expert
      Communications Professional
      Media - Freelancer
      Media - Web-only/Blogger
    • Title:Attorney, Legal Writer
    • Organization:Hamilton and Associates Law Group
    • Area of Expertise:Securities Attorney, SEC Registration

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    What Are the SEC Reporting Requiements After My Form S-1 ls Effective?

    Tuesday, July 10, 2018, 10:46 AM [General]
    0 (0 Ratings)

    Once the SEC staff declares your company’s Securities Act registration statement on Form S-1 effective, the company becomes subject to the SEC’s reporting requirements under the Securities Exchange Act of 1934.  These rules require your company to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC on an ongoing basis.

    If your company qualifies as a “smaller reporting company” or an “emerging growth company,” it will be eligible to follow scaled SEC reporting requirements for its reports.

    Once a company begins compliance with SEC reporting requirements, it will be required to continue reporting unless it satisfies one of the following “thresholds,” in which case its filing obligations are suspended:

    Form S-1 Filing Requirements, Filing Form S-1, S-1 Offering, S-1

    Tuesday, July 10, 2018, 10:45 AM [General]
    0 (0 Ratings)

    Going public  using Form S-1 or Form 1-A allows issuers to chose from a variety of offering structures. Private companies seeking to raise capital often file a registration statement on SEC Form S-1 or Form 1-A of Regulation in connection with their going public transaction. Once a Form S-1 is effective, the company becomes subject to the SEC reporting requirements. The most commonly used registration statement form is Form S-1.

    All companies qualify to register securities on a Form S-1 registration statement. Private companies going public should be aware of the expansive disclosure required in registration statements filed with the SEC prior to making the decision to go public.

    A Form S-1 registration statement on Form S-1 has two principal parts which require line item disclosures.  Part I of the registration statement is the prospectus, which requires that the company provide certain disclosures about its business operations, financial condition, and management. Part II contains information that doesn’t have to be delivered to investors.

    Regulation A+ Is Amended – Securities & Going Public Attorneys

    Monday, July 9, 2018, 2:14 PM [General]
    0 (0 Ratings)

    Three years after becoming effective, Regulation A+ is being expanded. Last month, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”) was signed into law and included notable legislation expanding Regulation A+. The Act directs the Securities and Exchange Commission (“SEC”) to amend Regulation A+ to allow companies subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 to use the exemption. The Act encourages capital formation by expanding the scope of eligible issuers who can use the Regulation A+ exemption from registration to fund their businesses.

    In addition, the Act also directs the SEC to deem that the periodic reports required under Section 13 for reporting companies satisfy the SEC reporting requirements for Tier 2 offerings under Regulation A+.

    FINRA Enforcement of Non-Members and Penny Stock Issuers

    Monday, July 9, 2018, 2:12 PM [General]
    0 (0 Ratings)

    FINRA & Penny Stocks

    When the subject of penny stock enforcement actions arises, most people think first of the Securities and Exchange Commission (SEC), or erroneously, of OTC Markets Group(OTCM). The SEC has ultimate authority to deal with violations of the securities laws.  It has jurisdiction of penny stocks that are SEC registrants that trade over-the-counter, and of non-registrant Pinks and Greys as well.  It does not, however, subject non-registrants to any kind of reporting regime, and many abuses go unnoticed by it.  It’s empowered to impose 10 day trading suspensions to protect potential investors from falling for blatant scams.  Generally speaking, OTC issuers may be suspended for three reasons:  suspected fraud, shell status that makes them vulnerable to corporate hijackers, and delinquent filings.  Needless to say, only registrants can be suspended for delinquency; when they are, the regulator initiates a simultaneous action to revoke registration.  When registration is revoked, the stock’s ticker is killed, and the company effectively becomes a private entity.  If it wishes to trade again, it must file an initial registration statement to become a registrant once more, and in the future keep current with its required periodic filings.

    SEC ALJ Appointments Are Unconstitutional

    Monday, July 9, 2018, 2:10 PM [General]
    0 (0 Ratings)

    On June 21, 2018 The Supreme Court handed down a ruling in Lucia et al. v. Securities and Exchange Commission; the Commission lost, 7-2.  At issue was whether the SEC’s method of appointing administrative law judges (ALJs) was unconstitutional because it was not consistent with the Appointments Clause of the Constitution.  Lucia and several other similar cases involving SEC ALJ’s have been making their way through the courts for the past five years or so.  In early 2017, we examined the situation as it stood at that time.

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